Exhibit 10.1

                  OPPORTUNITY AND STRATEGIC ALLIANCE AGREEMENT

THIS  AGREEMENT is made and entered into as of this 1st day of September,  2002,
by and between Energy  Professional  Marketing  Group,  Inc., a Utah corporation
("EPMG"), a wholly-owned  subsidiary of Innovative Software Technologies,  Inc.,
with its  principal  place of business at 5072 North 300 West Provo,  Utah 84604
and Education  Success,  Inc., a Utah  corporation  ("ESI"),  with its principal
place of business at 1354 South 1370 East, Provo, Utah 84606.

                                    RECITALS:

A.   EPMG and ESI are engaged in independent business enterprises, including the
     development and promotion of Internet marketing tools and services; and

B.   The parties  each have and share an  interest in entering  into a strategic
     relationship  whereby each might  benefit from  certain  opportunities  and
     agreements,   for  their   mutual  and   respective   profit  and  business
     development; and

C.   The parties  desire to  memorialize  by this  instrument  and agreement the
     formation of such an alliance  relating  specifically  to certain  business
     opportunities  in which  ESI has  acquired  or  holds  certain  rights  and
     equities in which EPMG wishes to participate,  and to set out the terms and
     conditions governing said relationship.

D.   The  parties  acknowledge  that EPMG does not wish to be in the small sales
     Internet  marketing  business  (sales  under  $100.00  per  sale)  and lead
     generation  business.  EPMG and ESI also  acknowledge  that there is common
     ownership between ESI and Innovative Software  Technologies,  Inc. and that
     this does not create a conflict of interest between the parties.

E.   The  parties  acknowledge  that EPMG will pay out to ESI only on cash sales
     and that finance sales will belong to EPMG with no  commissions  being paid
     on these sales other than the cash portion of the sale.

                                   AGREEMENT:

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
undertakings   of  the   parties   hereto  and  for  other  good  and   valuable
consideration, it is agreed as follows:

1. ESI is currently negotiating,  and also anticipates obtaining certain rights,
under services contracts and agreements with various companies.  These contracts
and agreements extend  opportunity  benefits to ESI to generate leads which then
can be used to market additional products and services.

2. EPMG hereby agrees to purchase from ESI and ESI hereby agrees to transfer and
convey to EPMG leads.



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3. EPMG will make the cash payments  required under  paragraph 2(b) above in the
respective amounts for leads provided, as follows:

     a.   EPMG will  generate  sales from the leads given them by ESI. The gross
          sales  generated  will  be  adjusted  for  a  reserve  against  future
          cancellations.  This reserve will be 4%. The remaining  monies will be
          split with 66% going to EPMG and 34% to ESI.

     b.   EPMG will remit to ESI a weekly  settlement on Friday for the previous
          week's sales.

     c.   EPMG and ESI will equally pay any royalties  associated  with sales by
          EPMG.

4. All sales of products  and services  from all leads  generated as a result of
ESI's efforts will be processed through EPMG's merchant account.  In such cases,
ESI's and  EPMG's  respective  obligations  shall be  calculated  and  satisfied
between them, pro rata,  based on the percentages of their  respective sales and
revenue  under the separate  principal  contracts.  EPMG shall  furnish to ESI a
calculation and accounting of such share  division.  ESI shall have the right to
audit such  calculations  and  accounting,  directly  or  through an  authorized
representative,  not more often than [quarterly] upon reasonable advance notice,
during normal business hours.

5. The  purpose and intent of the parties  under this  Agreement  is to join and
cooperate in the promotion and exploitation of certain  business  opportunities,
including  the  parties'  opportunities  to sell and  otherwise  to market their
respective  services and products,  as set forth herein. The parties intend only
to divide between them marketing  opportunities  resulting from rights  accruing
under the contracts in which each, by this  Agreement,  shall  participate.  The
parties  understand  and  acknowledge  that this Agreement does not extend to or
anticipate a pro-rata division of actual income,  or of the parties'  respective
costs and expenses.

6. The  parties do not intend by this  relationship  to form a joint  venture or
partnership.  Each is and shall remain,  relative to each other and to all third
parties,  independent  contractors,  whose  rights  and  relationships  shall be
governed exclusively by this Agreement.

7. The  term of this  Agreement  is  coextensive  with the  terms of each of the
Principal Contracts, including any extensions thereof.

8. EPMG  acknowledges  that the rights  obtained under this Agreement are rights
derived  from  efforts  by and  business  opportunities  extended  to ESI.  EPMG
covenants  and  agrees  that it  will  not  communicate,  correspond,  deal,  or
negotiate  with any party to the Principal  Contracts (or to attempt to do so or
anything similar or equivalent) or to compete with ESI's rights or relationships
with such parties or otherwise to circumvent this Agreement.

9. General Provisions.

     a.   Indemnification.  Each party agrees to indemnify the other,  including
          any parent, subsidiaries or affiliates, together with officers, agents
          and employees of said  entities,  from and against any and all claims,
          liability, actions, causes of action, judgments or regulatory actions,
          along with associated costs and fees, arising

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          from, in connection  with, or as a result of the products and services
          of the  indemnifying  party.  Notwithstanding  the foregoing,  neither
          party shall be required  to  indemnify  the other party from claims or
          actions  arising solely from the other party's  actions or the actions
          of the other party's agents or employees.

     b.   Public  Announcements  and Promotional  Materials.  EPMG and ESI shall
          cooperate with each other either to issue a joint press release and/or
          to enable each party to issue and post to its web site an announcement
          concerning this  Agreement,  provided that each party must approve any
          such press  announcement  prior to its release.  Any separate  release
          shall be  subject to must  approve  such  press  release  prior to its
          release.

     c.   Force  Majeure.  If either  party is  prevented  from  performing  any
          portion  of this  Agreement  (except  the  payment of money) by causes
          beyond its control,  including labor disputes,  civil commotion,  war,
          governmental  regulations or controls,  casualty,  inability to obtain
          materials or services or acts of God,  such  defaulting  party will be
          excused  from  performance  for  the  period  of the  delay  and for a
          reasonable time thereafter.

     d.   Dispute  Resolution.  The  parties  agree to  attempt in good faith to
          resolve all disputes arising between them first through  mediation (to
          be commenced within 48 hours from the receipt by a party of the notice
          described  below)  and,  if  mediation  is  not  successful,   through
          negotiated  settlement  or court  action.  Neither  party shall file a
          lawsuit  until the mediation  has been  completed,  except that in the
          event that the  actions of one party  will  cause or are  causing  the
          other immediate  irreparable  injury  requiring  temporary  injunctive
          relief and the other  party is  unwilling  to suspend  its  planned or
          existing  activity to allow for  expedited  mediation,  the  aggrieved
          party  may file suit and seek such  temporary  injunctive  relief in a
          court  with  jurisdiction  over the  subject  matter  of the  dispute.
          Dispute  resolution  under  this  section  shall be  triggered  by one
          party's  service  upon the other of a written  notice  and  request to
          mediate,  identifying the subject matter of the dispute and the nature
          of the relief sought.  Unless  otherwise agreed in writing at the time
          of  mediation,  mediation  shall be  conducted  through  and under the
          mediation rules of the American Arbitration  Association in the County
          of residence of the party against whom a mediation demand is directed.

     e.   Limitation  of Actions.  Either  party may bring no action  arising or
          resulting from this  Agreement,  regardless of its form, more than two
          (2) years after termination of this Agreement.

     f.   Jurisdiction.  This  Agreement will in all respects be governed by and
          construed  in  accordance   with  the  laws  of  the  State  of  Utah.
          Notwithstanding,  any action  against  EPMG or ESI shall be subject to
          the exclusive jurisdiction of the federal or state courts in Utah.

     g.   Attorneys'  Fees.  Each  party  agrees to pay the  other's  reasonable
          attorneys' fees and costs of litigation if the original party, for any
          cause whatsoever, brings suits

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          against the other party and the other party is finally  adjudicated to
          be the prevailing party in such litigation.

     h.   Waiver.  No waiver of any  right or remedy on one  occasion  by either
          party  will be  deemed a waiver  of that  right or remedy on any other
          occasion.

     i.   Superior  Agreement.  This  Agreement  will  not  be  supplemented  or
          modified by any course of dealing or usage of trade.  Variance from or
          addition to the terms and  conditions of this Agreement in any written
          notification from either party will be of no effect,  unless otherwise
          expressly  provided  for in  this  Agreement.  This  Agreement  may be
          amended or modified only by a writing signed by each party.

     j.   Assignment. This Agreement is not assignable by either party, in whole
          or  in  part,   without  the  other  party's  prior  written  consent.
          Notwithstanding,  neither party will unreasonably  withhold consent to
          an  assignment  of this  Agreement or any part of this  Agreement to a
          parent, subsidiary or affiliate of the other party, provided that such
          entity is at least as capable  as the  assigning  party of  satisfying
          that party's  responsibilities  hereunder.  Any  attempted  assignment
          without the required written consent will be null and void.

     k.   Notice.  Unless  otherwise  agreed  to by  the  parties,  all  notices
          required under this  Agreement will be deemed  effective when received
          and made in writing by either (ii)  registered  mail,  (ii)  certified
          mail, return receipt requested, or (iii) overnight mail, addressed and
          sent to the address  indicated on the Signature Page, to the attention
          of the person designated as the responsible  representative or to that
          person's successor.

     l.   Severability.  If any term,  provision,  covenant or condition of this
          Agreement  is  held  invalid  or  unenforceable  for any  reason,  the
          remainder of the provisions  will continue in full force and effect as
          if  this  Agreement  had  been  executed  with  the  invalid   portion
          eliminated.  The parties  further agree to substitute  for the invalid
          provision a valid provision that most closely  approximates the intent
          and economic effect of the invalid provision.

     m.   Independent  Contractors.  Each party acknowledges that the parties to
          this  Agreement  are  independent  contractors  and that it will  not,
          except as may  otherwise be expressly  allowed  under this  Agreement,
          represent itself as an agent or legal representative of the other. The
          parties  do  not  intend,  by  this  Agreement,   to  enter  into  any
          partnership or joint venture.

     n.   Headings.  The headings provided in this Agreement are for convenience
          only  and  will  not  be  used  in  interpreting  or  construing  this
          Agreement.

     o.   Scope of Agreement.  Each of the parties hereto  acknowledges  that it
          has read this Agreement,  understands it and agrees to be bound by its
          terms.  The parties  further agree that this Agreement is the complete
          and exclusive  statement of agreement regarding the subject matter and
          supersedes   all   proposals   (oral  or   written),   understandings,
          representations, conditions, warranties, covenants and

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          all other  communications  between the parties relating to the express
          subject matter hereof. This Agreement may be amended only by a writing
          that  refers  specifically  to this  Agreement  and is  signed by both
          parties.

Dated as of the date first set forth above.



Energy Professional Marketing Group, Inc.



By: /s/ D. Shane Hackett
Its: Director, Chairman

5072 North 300 West
Provo, Utah 84604



Education Success, Inc.



By: /s/ Ethan A. Willis
Its:

1354 South 1370 East
Provo, Utah 84606


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